Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents and warrants to WLSL the following: (a) the information provided by the Client to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client of any changes therein; (b) (in the case of a corporation) (i) the Client is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client in accordance with its terms; (e) the Client is not resident in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 The Client undertakes that (a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 9.1 The Client represents Customer represents, warrants and warrants to WLSL the followingundertakes that: (a) the information provided by Customer is the Client to WLSL, whether sole legal and beneficial owner of the Collateral (and in the Client Information Formcase of Securities which are in dematerialised form, sole beneficial owner only) and has good right to deposit the Securities Account Application Form Collateral with CMSHK or otherwise is true, accurate and complete and not misleading in any respect and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client of any changes thereinits Associates; (b) (in the case Collateral are and will remain free from any lien, charge or encumbrance of a corporation) (i) the Client is validly incorporated anykind and existing under the laws of its place of incorporation and has full power and capacity are not nor shall they be subject to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable)any options; (c) all necessary consents or authorisation which may any stocks, shares and other securities comprised in the Collateral are and will be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect;fully paid up; and (d) the Client has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations Customer’s grant of the Client in accordance with its terms; (e) Charge to CMSHK does not require the Client is not resident in a jurisdiction where there is prior consent of any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately party and will if so required by WLSL sell not result in the breach of any obligation of the Customer, whether contractually or redeem any such restricted Securitiesotherwise. The above representations representations, warranties and warranties undertakings shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 9.2 The Client Customer hereby undertakes thatand agrees that the Customer shall: (a) it will notify WLSL at any time and from time to time, execute and deliver such further charges, authorities and other documents (including where applicable documents for effecting registration of the security created hereunder with any applicable registry or authority) as CMSHK may from time to time require for perfecting its title to or for vesting or enabling CMSHK to vest the full benefit of the security under Clause 4 in writing of any change this Schedule I in the information mentioned in Clause 14.1(a) above;its favour; and (b) when purchasing obtain and maintain in full force and effect all governmental and other approvals, authorities, licences and consents required in connection with the security to CMSHK under the said Clause 4 and to do or dealing in any Securities it will ensure that cause to be done all other acts and things necessary or desirable for the Client is not subject performance of all the obligations of the Customer pursuant to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Securitythis Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client 22.1 Each Party represents and warrants to WLSL the followingother Party that: (a) it is duly organised and validly existing under the information provided by laws of the Client jurisdiction of its organisation or incorporation (and if relevant under those laws, is in good standing) and has the power to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate own its property and complete assets and not misleading in any respect and WLSL is entitled to rely carry on such information until WLSL has received notice in writing from the Client of any changes thereinits business as contemplated herein; (b) (in it has the case of a corporation)power: (i) the Client to execute this Agreement and any other documentation relating to this Agreement to which it is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereundera party; (ii) the Client’s entry into of to deliver this Agreement has been duly authorised and any other documentation relating to this Agreement that it is required by this Agreement to deliver; and (iii) to perform its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable)obligations under this Agreement; (c) it has taken all necessary consents or authorisation which may be required for action to authorise the Client’s entering into execution, delivery and performance referred to in paragraph (b) and such execution, delivery and performance does not violate or conflict with any law applicable to it, any provision of this Agreement have been obtained and are in full force and effectits constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) the Client has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes constitute its legal, valid and legally binding obligations of the Client obligations, enforceable in accordance with its termstheir respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); (e) the Client it is not resident relying upon any representations of the other Party other than those expressly set out in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident this Agreement; and (f) subject as otherwise provided in this Agreement, it has negotiated, entered into and executed this Agreement as principal (and not as agent or in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell other capacity, fiduciary or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executedotherwise). 14.2 The Client undertakes that (a) 22.2 NGG undertakes, represents and warrants to the Service Provider that it will notify WLSL has obtained and shall maintain in writing full force and effect all necessary Consents required for the performance of any change of NGG’s obligations under this Agreement. 22.3 The Service Provider undertakes, represents and warrants to NGG that it has obtained and shall maintain in full force and effect all necessary Consents required for the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf performance of any person who is subject to any prohibition against of the purchase of or dealing in any SecurityService Provider’s obligations under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The 3.1. As agent for each Underlying Customer and on its own behalf, the Client represents and warrants to WLSL BCS as of the followingdate of each Transaction, that: (a) the information provided by Client and its Underlying Customer each have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable the Client to WLSL, whether in the Client Information Formlawfully enter into and perform under this Schedule, the Securities Account Application Form or otherwise is true, accurate Terms of Business and complete each Transaction and not misleading to grant security and powers referred to in any respect this Schedule and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client Terms of any changes thereinBusiness; (b) (in the case of a corporation) (iperson(s) the Client is validly incorporated entering into this Schedule and existing each Transaction under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has it have been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable)to do so; (c) all necessary consents or authorisation which may be required for this Schedule, the Client’s entering into Terms of Business and performance each Transaction and the obligations created under each of this Agreement have been obtained them are binding upon, and are enforceable against, the Client and its Underlying Customer in full force accordance with their terms and effectdo not and will not violate the terms of any regulation, order, charge, agreement or document by which the Client or its Underlying Customer is bound; (d) the Client has and its Underlying Customer (individually and collectively) are permitted under its constitution and any applicable law or regulation and are financially able to sustain any loss which may result from Transactions, and that entering into Transactions is a suitable investment vehicle for the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client in accordance with its termsUnderlying Customer; (e) the Client is not resident relevant Underlying Customer owns, with full title guarantee and free from any mortgage, charge, lien or other third party interest or encumbrance whatsoever, all investments, cash, collateral and other property deposited with, transferred to BCS or charged in a jurisdiction where there is any restriction on purchase of Securities by the Client. If BCS’s favour and that neither the Client becomes resident acting as agent for the relevant Underlying Customer, nor the Underlying Customer itself, will further pledge or charge such property or grant any lien over such property except with BCS’s prior written consent; and (f) any information which the Client provides or has provided to BCS in respect of the Client or its Underlying Customer is accurate and not misleading in any such jurisdiction material respect. 3.2. The Client, as agent for each Underlying Customer and on its own behalf, covenants to BCS that the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 The Client undertakes thatwill: (a) it will notify WLSL ensure at all times that the Client and its Underlying Customer obtain and comply with the terms of and do all that is necessary to maintain in writing of any change in the information mentioned in Clause 14.1(a) full force and effect all authority, powers, consents, licences and authorisations referred to above; (b) when purchasing or dealing in any Securities it will ensure that act as agent for an Underlying Customer where the Client is not subject duly authorised to do so and is not acting within the scope of its actual authority; (c) immediately notify BCS if the Client ceases to act for any Underlying Customer or if the basis upon which the Client acts on behalf of an Underlying Customer alters to an extent which would affect the Terms of Business or any person who Transaction made thereunder; and (d) immediately notify BCS in writing if at any time any of the warranties, representations or undertakings in this Schedule are or become or are found to be incorrect or misleading in any respect. 3.3. The Client will be required to provide BCS with information necessary to settle Transactions entered into by BCS under a Client's order. Where payment or delivery in relation to any Transaction is to be made by an Underlying Customer directly to BCS account or to an account in the name of an Underlying Customer or where an Underlying Customer is to be registered with an exchange, market or clearing house, the Client undertakes to inform BCS and to provide to BCS before the due date for settlement or registration, as the case may be, all necessary information and documents, including, for the avoidance of doubt, Underlying Customer's due diligence documents and relevant settlement instructions. The Client as agent for each Underlying Customer authorises BCS to disclose information about the Underlying Customer to a third party to the extent necessary to settle the Transaction for the Underlying Customer or otherwise in accordance with the Applicable Regulations and Market Rules. The Client represents and warrants to BCS that each Underlying Customer whose data the Client supplies or will supply to BCS in connection herewith has given its informed consent for BCS’s processing, transferring and disclosing to the relevant third parties the data and information as defined in this Schedule. The Client understands that registering or accepting cash or securities from an Underlying Customer or settling a Transaction with an Underlying Customer shall be 3.4. The Client undertakes to advise BCS in relation to any Transaction, on any service fee payable by the Underlying Customer in consideration for the Client’s service in that Transaction which fee may be received by BCS directly from the Underlying Customer, for further credit to the Client’s account with BCS. 3.5. The Client agrees to forward to an Underlying Customer any documentation in relation to such customer that BCS is required to provide under the Applicable Regulations and which BCS makes available to the Client for that purpose. 3.6. Upon request, BCS may, in respect of each Underlying Customer, establish and maintain one or more separate sub-accounts. BCS shall, subject to these Terms, administer sub-accounts which BCS reasonably believes relate to different Underlying Customers separately. BCS shall not exercise any prohibition against power to consolidate accounts or set off amounts owing between sub- accounts relating to different Underlying Customers. The Client undertakes in respect of each instruction given, to specify the purchase of or dealing in any Securitysub-account to which the relevant instruction relates.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client Customer represents and warrants to WLSL CMSHK the following: (a) the information provided by the Client Customer to WLSLCMSHK, whether in the Client Customer Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL CMSHK is entitled to rely on such information until WLSL CMSHK has received notice in writing from the Client Customer of any changes therein; (b) (in the case of a corporation) (i) the Client Customer is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the ClientCustomer’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client Customer has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the ClientCustomer’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client Customer has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client Customer in accordance with its terms; (e) the Client Customer is not resident in a jurisdiction where there is any restriction on purchase of Securities by the ClientCustomer. If the Client Customer becomes resident in any such jurisdiction the Client Customer shall inform WLSL CMSHK immediately and will if so required by WLSL CMSHK sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 The Client Customer undertakes that (a) it will notify WLSL CMSHK in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client Customer is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents 15.1. You warrant, represent and warrants undertake to WLSL the followingTCSCL that: i. You enter into this Client Agreement in the capacity as indicated therein and are not trading on behalf of any other person except as indicated therein (a) the unless you have notified TCSCL and obtained TCSCL’s written approval); ii. The information provided by the Client to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise Agreement is true, accurate and complete and not misleading correct; iii. You represent that the beneficial owner(s) of the Securities under the Account(s) and/or account(s) opened in any respect the name of TCSCL for and WLSL is entitled to rely on such information until WLSL has received notice your behalf is/are as set forth in writing from the Client of Agreement, and such ownership is free from any changes thereinlien, charge, equity, or encumbrance save as created by or under the Client Agreement; iv. You are the person or entity (blegal or otherwise) ultimately responsible for originating the instruction in relation to each Transaction in your Account and the person or entity (legal or otherwise) that stands to gain the commercial or economic benefit of each Transaction in your Account and/or bear its commercial or economic risk (except where any other person or entity has been disclosed to TCSCL in the case of a corporationClient Agreement or other notices to TCSCL); (i) the Client is validly incorporated and existing under the laws of its place of incorporation and has v. You have full power and capacity authority to enter into and perform its your obligations hereunderunder the Client Agreement and if you are a corporate client, you have obtained all necessary consents, including, without limitation, those from shareholders and directors, and have taken all necessary actions to enable you to enter into this Client Agreement and perform your obligations under this Client Agreement; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the Client’s entering into vi. Your execution, delivery and performance of this Client Agreement, the obligations contained in the Client Agreement have been obtained and the initiation and consummation of all Transactions contemplated by this Client Agreement do not and will not contravene any Applicable Law and Regulations (including but not limited to the local laws or regulations governing your eligibility and legality of such Transactions contemplated this Client Agreement), contravene any provisions of your memorandum and articles of association or by-laws (where applicable), or constitute a breach or default under any agreement or arrangement by which you are in full force and effectbound; (dvii. You will not charge, pledge or encumber or allow to subsist any charge, pledge or encumbrance over your Securities or monies in your Account(s) and/or account(s) opened in the Client has name of TCSCL for and on your behalf, or grant or purport to grant an option over any Securities or monies in your Account(s) and/or account(s) opened in the authority name of TCSCL for and legal capacity on your behalf without the prior written consent of TCSCL; and viii. In relation to enter into any investment in any Fund product, you undertake and perform its obligations under this Agreement agree that: a. You have received, read and this Agreement constitutes valid and legally binding obligations understood copies of the Client in accordance with its termsFund Documents; (e) b. Without limiting the Client is not resident in a jurisdiction where there is any restriction on purchase generality of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 The Client undertakes that (a) it will notify WLSL above, you have received, read and understood the risk disclosures contained in writing the Fund Documents; c. You have had adequate opportunity to obtain independent financial, legal and other advice and has not relied on TCSCL or any of its Affiliates for such advice; d. Unless otherwise stated in the Fund Documents, neither TCSCL nor any of its Affiliates has been involved in the preparation of any change of the Fund Documents. Accordingly, neither TCSCL or any of its Affiliates gives any representation or warranty in respect of all or any of the information mentioned in Clause 14.1(a) above; (b) when purchasing contents of the Fund Documents, and neither TCSCL or dealing in any Securities it will ensure that the Client is not subject of its Affiliates shall be liable to and is not acting on behalf of any person who is subject you with respect to any prohibition against statements or omissions made with respect to the purchase Fund Documents (other than those actually made by TCSCL or any of or dealing in any Security.its Affiliates, if any);

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents declares, represents, warrants and warrants to WLSL undertakes with the followingBroker that :- (a) the 10.1 All information provided by the Client to WLSL, whether contained in the Client Information Form, the Securities Account Application Form or otherwise Opening Documents is true, accurate and complete and not misleading in any respect and WLSL is correct at the date of this Agreement. The Client hereby agrees that until the Client gives such notification to the Broker, the Broker shall be entitled to rely on the information contained in the Account Opening Documents. 10.2 The contents of this Agreement and the Applicable Risk Disclosure Statement attached to this Agreement have been fully explained to the Client in a language he/she/they understand. 10.3 The Client is trading on his/her/its own account and that no one other than the Client has any interest (beneficial or otherwise) in the Account or any other account with the Broker. 10.4 If the Client is not trading on his/her/its own behalf, the person or persons named as the ultimate beneficiary as disclosed in the Account Opening Documents are true and ultimate beneficiary or beneficiaries on whose behalf the Client is trading. 10.5 The Client has the authority and power and legal capacity to enter into and perform the obligations under this Agreement and this Agreement constitutes a valid and legally binding agreement on the Client. 10.6 All necessary consents or authorization, which may be required for the execution of this Agreement have been obtained and are in full force and effect. 10.7 The trading in Securities by the Client does not and will not violate any law, rule or regulation to which the Client is subject or bound. 10.8 The Client shall forthwith on demand provide the Broker with such financial and other information until WLSL relating to the Client or his/her/its business as the Broker may from time to time require. 10.9 The Client understands that no representations or warranties have been given or implied by the Broker as to the value, merits or suitability for the Client to enter into any transactions pursuant to this Agreement or otherwise. The Client further acknowledges and agrees that he/she/it shall bear full responsibility for all trading decisions in relation to the Account and the Broker is responsible only for the execution, clearing and carrying out of transactions for the Account in accordance with the Client’s instructions and does not act as his/her/its investment adviser; that the Broker has received notice no responsibilities or obligations regarding any conduct, actions, representations or statements of any introducing firm, broker or any third party in connection with the transactions carried out for the Account. 10.10 (In the case the Account is a joint account with right of survivorship) In the event of death of any party of the joint account holders, the surviving party (ies) shall immediately notify the Broker in writing of the relevant death and shall produce and deliver to the Broker true copies of such proofs of death, tax waivers and such other documents as the Broker may in its sole discretion require. The Broker, whenever before or after receiving such notice, reserves the rights to retain such portion or and/or restrict transactions in the joint account to protect the Broker against any tax, liability, penalty or loss that it may expose to. The estate of the deceased party and the surviving party (ies) shall continue to be liable to the Broker for any debit balance or loss in the said joint account in any way resulting from the Client completion of the transactions initiated prior to the receipts by the Broker of the written notification of death, or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. In the event of death of any changes therein;party to the joint account, the entire interest of the deceased party to the joint account shall pass to or be vested in the surviving party (ies). 10.11 (b) (in In the case of a corporation) (icorporate client only) the The Client is validly duly incorporated and validly existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client has the authority and legal capacity to enter into execute and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations has commercial reasons to open the Account. 10.12 (In the case of a corporate client only) The meeting of the board of directors of the Client (certified extract resolution of which has been supplied to the Broker) resolving, among others, to authorize the entering into and performance and discharge of this Agreement was duly convened and held on or prior to the date of this Agreement and such resolutions were duly passed at the meeting in accordance with its terms; (e) the constitutional documents of the Client and are in full force and effect. 10.13 If the Broker solicits the sale of or recommends any financial product to the Client, the financial product must be reasonably suitable for the Client having regard to the Client’s financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document the Broker may ask the Client to sign and no statement the Broker may ask the Client to make derogates from this Clause” For the purpose of this Clause, ‘Financial product’ means any securities or futures contracts as defined under the Ordinance. 10.14 The parties to this Agreement do not intend any of the terms of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Ordinance by any person or entity who is not resident in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed party to be repeated immediately before each Instruction is given or executedthis Agreement. 14.2 The Client undertakes that (a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents declares, represents, warrants and warrants to WLSL undertakes with the followingBroker that :- (a) the 12.1 All information provided by the Client to WLSL, whether contained in the Client Information Form, the Securities Account Application Form or otherwise Opening Documents is true, accurate and complete and not misleading in any respect and WLSL is correct at the date of this Agreement. The Client hereby agrees that until the Client gives such notification to the Broker, the Broker shall be entitled to rely on the information contained in the Account Opening Documents. 12.2 The contents of this Agreement and the Applicable Risk Disclosure Statement and Disclaimer attached to this Agreement have been fully explained to the Client in a language he/she/they understand. 12.3 The Client is trading on his/her/its own account and that no one other than the Client has any interest (beneficial or otherwise) in the Account or any other account with the Broker. 12.4 If the Client is not trading on his/her/its own behalf, the person or persons named as the ultimate beneficiary as disclosed in the Account Opening Documents are true and ultimate beneficiary or beneficiaries on whose behalf the Client is trading. 12.5 The Client has the authority and power and legal capacity to enter into and perform the obligations under this Agreement and this Agreement constitutes a valid and legally binding agreement on the Client. 12.6 All necessary consents or authorization, which may be required for the execution of this Agreement have been obtained and are in full force and effect. 12.7 The trading in Commodities, Futures/Option Contracts or Exchange Contracts by the Client does not and will not violate any law, rule or regulation to which the Client is subject or bound. 12.8 The Client shall forthwith on demand provide the Broker with such financial and other information until WLSL relating to the Client or his/her/its business as the Broker may from time to time require. 12.9 The Client understands that no representations or warranties have been given or implied by the Broker as to the value, merits or suitability for the Client to enter into any transactions pursuant to this Agreement or otherwise. The Client further acknowledges and agrees that he/she/it shall bear full responsibility for all trading decisions in relation to the Account and the Broker is responsible only for the execution, clearing and carrying out of transactions for the Account in accordance with the Client’s instructions and does not act as his/her/ its investment adviser; that the Broker has received notice no responsibilities or obligations regarding any conduct, actions, representations or statements of any introducing firm, broker or any third party in connection with the transactions carried out for the Account. 12.10 (In the case the Account is a joint account with right of survivorship) In the event of death of any party of the joint account holders, the surviving party (ies) shall immediately notify the Broker in writing of the relevant death and shall produce and deliver to the Broker true copies of such proofs of death, tax waivers and such other documents as the Broker may in its sole discretion require. The Broker, whenever before or after receiving such notice, reserves the rights to retain such portion or and/or restrict transactions in the joint account to protect the Broker against any tax, liability, penalty or loss that it may expose to. The estate of the deceased party and the surviving party (ies) shall continue to be liable to the Broker for any debit balance or loss in the said joint account in any way resulting from the Client completion of the transactions initiated prior to the receipts by the Broker of the written notification of death, or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. In the event of death of any changes therein;party to the joint account, the entire interest of the deceased party to the joint account shall pass to or be vested in the surviving party (ies). 12.11 (b) (in In the case of a corporation) (icorporate client only) the The Client is validly duly incorporated and validly existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client has the authority and legal capacity to enter into execute and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations has commercial reasons to open the Account. 12.12 (In the case of a corporate client only) The meeting of the board of directors of the Client (certified extract resolution of which has been supplied to the Broker) resolving, among others, to authorize the entering into and performance and discharge of this Agreement was duly convened and held on or prior to the date of this Agreement and such resolutions were duly passed at the meeting in accordance with its terms; (e) the constitutional documents of the Client and are in full force and effect. 12.13 If the Broker solicits the sale of or recommends any financial product to the Client, the financial product must be reasonably suitable for the Client having regard to the Client’s financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document the Broker may ask the Client to sign and no statement the Broker may ask the Client to make derogates from this Clause. For the purpose of this Clause, ‘Financial product’ means any securities or futures contracts as defined under the Ordinance. 12.14 The parties to this Agreement do not intend any of the terms of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Ordinance by any person or entity who is not resident in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed party to be repeated immediately before each Instruction is given or executedthis Agreement. 14.2 The Client undertakes that (a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The 12.1 Client's representations and warranties‌ Client represents and warrants to WLSL the followingMILLENNIUM ALPHA GLOBAL HOLDING GROUP Ltd that: (a) the information provided by the Client to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client of any changes therein; (b) (in the case of a corporation) (i) the Client is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client it has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client has the authority and legal capacity power to enter into and perform its obligations under this Agreement agreement, and that, on acceptance of its Application Form, it has duly made this Agreement constitutes agreement so as to constitute valid and legally binding obligations of Client; (b) it holds such licences and authorities as are necessary to lawfully perform its obligations under this agreement; (c) at the date of signing this agreement, Client is not in accordance with its termsbreach of any contractual arrangement which would give rise to an Event of Default; (d) it has carefully considered the advantages and disadvantages of entering into this agreement and has concluded that the discretionary trading of financial products pursuant to this agreement is suitable for Client; (e) no litigation, arbitration or administrative proceeding or claim is in progress, pending or to Client's knowledge threatened, which could affect the Client is not resident in a jurisdiction where there is any restriction on purchase legality, validity or enforceability of Securities by the this agreement or affect Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed 's ability to be repeated immediately before each Instruction is given or executed. 14.2 The Client undertakes that (a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) aboveperform its obligations under this agreement; (bf) when purchasing or dealing it has complied with its legal obligations and regulatory requirements concerning money laundering and investments in any Securities it will the Scheme, has implemented due diligence procedures to ensure that investments in the Scheme are not made for money laundering purposes or other unlawful purposes and the due diligence procedures are consistent with those which a prudent trustee and manager of a fund of the same kind as the Scheme would implement; and (g) it is an Australian resident taxpayer (unless expressly specified otherwise in the Application Form); Client further represents and warrants that each of the warranties set out above in this clause 12.1 is not subject to true and is not acting on behalf correct in every respect as at the date of any person who is subject to any prohibition against the purchase of or dealing this agreement and will be so at all times while this agreement remains in any Securityforce.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client Customer represents and warrants to WLSL CMSHK the following: (a) the information provided by the Client Customer to WLSLCMSHK, whether in the Client Customer Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL CMSHK is entitled to rely on such information until WLSL CMSHK has received notice in writing from the Client Customer of any changes therein; (b) (in the case of a corporation) (i) the Client Customer is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the ClientCustomer’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client Customer has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the ClientCustomer’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client Customer has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client Customer in accordance with its terms; (e) the Client Customer is not resident in a jurisdiction where there is any restriction on purchase of Securities by the ClientCustomer. If the Client Customer becomes resident, a national, citizen, tax resident of, domiciles or legal entities setup in any such jurisdiction, the Customer will not trade or invest in any Securities and other related financial products of the relevant jurisdiction the Client through CMSHK and shall inform WLSL CMSHK immediately and will if so required by WLSL CMSHK sell or redeem any such restricted Securities; (f) any funds remitted to CMSHK in the Account comes from permitted sources only. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 The Client Customer undertakes that, (a) it will notify WLSL CMSHK in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client Customer is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any SecuritySecurities and other related financial products; (c) when trading relevant bonds, securities, positions, virtual assets or virtual asset related products where it is limited to eligible investor only or other type of investors as approved by SEHK and/or regulatory body, it is an eligible investors satisfying the relevant SEHK and/or regulatory body’s requirements (where in the case the Customer is an intermediary trading on behalf of its underlying clients, the relevant underlying client is an eligible investor).

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents and warrants to WLSL WLIS the following: (a) the information provided by the Client to WLSLWLIS, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL WLIS is entitled to rely on such information until WLSL WLIS has received notice in writing from the Client of any changes therein; (b) (in the case of a corporation) (i) the Client is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder; (ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable); (c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client in accordance with its terms; (e) the Client is not resident in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL WLIS immediately and will if so required by WLSL WLIS sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 14.2 The Client undertakes that (a) it will notify WLSL WLIS in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client New Lender: (i) represents and warrants to WLSL the following: (a) the information provided by the Client to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client of any changes therein; (b) (in the case of a corporation) (i) the Client is validly incorporated and existing under the laws of its place of incorporation and that it has full power and capacity authority, and has taken all action necessary, to execute and deliver this Accession Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement and the other Financing Documents, (ii) acknowledges and confirms that it has received a copy of the Loan Agreement, each other Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Accession Agreement and perform to provide the Incremental Loan Commitment and any Loans made by the New Lender, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Secured Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Borrower, or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its obligations hereunder; own credit decisions in taking or not taking action under the Loan Agreement or any other Financing Document, (iiiv) the Client’s entry into of this Agreement has been duly authorised by its governing body appoints and does not breach its Articles of Association (authorizes each Agent and the Memorandum of Association also if Depositary Bank to take such action as agent on its behalf and to exercise such powers under the Client has Loan Agreement or the same) other Financing Documents as are delegated to such Agent or other constitutional documents (the Depositary Bank, as applicable); , by the terms thereof, together with such powers as are reasonably incidental thereto and (cv) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect; (d) the Client has the authority and legal capacity to enter into and will perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client in accordance with its terms; (e) their terms all of the Client is not resident in a jurisdiction where there is any restriction on purchase of Securities obligations that by the Clientterms of the Financing Documents are required to be performed by it as a Lender. If The New Lender further confirms and agrees that in becoming Lender and in making Loans under the Client becomes resident in any Loan Agreement, such jurisdiction the Client shall inform WLSL immediately actions have and will if so be made without recourse to, or representation or warranty, by any Secured Party. The New Lender further agrees to furnish to the Administrative Agent and, to the extent required by WLSL sell or redeem the Loan Agreement, the Borrower, no later than the Effective Date, an Administrative Questionnaire and any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executedtax forms required under the Loan Agreement. 14.2 The Client undertakes that (a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) above; (b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.